Summary
Illinois Tool Works Inc. (ITW) has filed an 8-K/A amendment on August 30, 2011, to report on a material definitive agreement concerning the issuance of $1 billion in aggregate principal amount of senior unsecured notes. The issuance includes $350 million of 3.375% notes due 2021 and $650 million of 4.875% notes due 2041. These notes are senior unsecured obligations, ranking equally with other existing and future senior unsecured indebtedness of the company. The issuance, facilitated by J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, is expected to close on August 31, 2011. The notes are being issued under an existing Indenture and a new Officers' Certificate. The filing also details the redemption provisions for both note series and outlines covenants within the Indenture that restrict the company and its subsidiaries from incurring liens, engaging in sale and lease-back transactions, or entering into merger-like activities, with certain exceptions. The offering was made under an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.
Key Highlights
- 1ITW is issuing $1 billion in aggregate principal amount of new senior unsecured notes: $350 million of 3.375% notes due 2021 and $650 million of 4.875% notes due 2041.
- 2The issuance is expected to be consummated on August 31, 2011.
- 3The notes are senior unsecured obligations, ranking equally with existing and future senior unsecured debt.
- 4The filing details redemption provisions for both the 2021 and 2041 notes, including call protection periods.
- 5The Indenture includes covenants that limit ITW and its subsidiaries' ability to incur liens, enter into sale and lease-back transactions, and engage in mergers.
- 6The notes were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act.
- 7This filing serves as an amendment to a prior report, indicating a material definitive agreement related to debt financing.